Inside Ben Stiller's Daydreams: The Making of 'Secret Life of Walter Mitty'

Ben Stiller (right) with cinematographer Stuart Dryburgh

From Steven Spielberg and Jim Carrey to Sacha Baron Cohen and Mike Myers, many have tried to remake the 1947 classic about an adventure-prone daydreamer. But Stiller finally cracked the code and delivered a family-friendly, $90 million epic, opening Christmas Day.

In the spring of 2003, then-Paramount vice chairman JohnGoldwyn sat down at the Hotel Bel-Air with his boss, SherryLansing, JimCarrey and StevenSpielberg to discuss Lemony Snicket's A Series of Unfortunate Events. Spielberg was interested in directing Carrey in the film, but the conversation took a turn when Carrey brought up The Secret Life of Walter Mitty, a remake of the 1947 movie that John Goldwyn's grandfather, SamuelGoldwyn, had produced. Samuel Goldwyn Jr., John's father, recently had wrested the rights back from New Line and was looking for a new studio home. "Before I could answer," recalls Goldwyn, "Steven said that if Jim was starring, he'd direct."

As it turned out, Paramount wouldn't be the final resting place for The Secret Life of Walter Mitty, which finally opens in theaters on Christmas Day. Nor would Carrey and Spielberg be the only high-profile talent to come -- and go. Throughout, the Goldwyns remained determined to see the iconic, incurable daydreamer named Walter Mitty, whose (mis)adventures were first detailed by JamesThurber in a 1939 short story, return to the big screen. Ultimately, they would need BenStiller to get it there.

In 2007, John Goldwyn, who left Paramount at the end of 2003, set up Mitty at Fox after Paramount put it into turnaround, despite having a script from Oscar winner RichardLaGravenese and Mean Girls' MarkWaters in the director's chair. MikeMyers was fleetingly attached before SachaBaronCohen came aboard in April 2010, with SteveConrad (The Pursuit of Happyness) hired to write a new script. Several months later, word broke that Pirates of the Caribbean director GoreVerbinski would direct.

Conrad turned out to be the magic bullet. When Baron Cohen dropped out, Conrad's script was sent to Stiller -- who had actually passed on the LaGravenese-Waters iteration. "Steve's script had so much going on in it," says Stiller, who signed on based on Conrad's draft. "There was a tone to the movie that I hadn't seen before. I'd seen other scripts that were much more musical comedy. I didn't see a reason to do that."

But there was one more major hurdle: Fox president of production EmmaWatts still had to nail down a director after Verbinski departed to shoot Disney's The Lone Ranger. "I definitely got interested in directing it," says Stiller, who had four films under his belt, the most recent being 2008's Tropic Thunder. Says Goldwyn: "Ben did a sizzle reel. Tom [Rothman] and Emma were bowled over and he got the [directing] job."

"Steve really cracked the script, and then Ben had such an insight into the story, both its comedy and its humanity," says Watts. "He seemed destined to both star and direct. I remember watching one scene in the dailies where he was playing the real Mitty and the fantasy Mitty and, in the same take, he was giving the other actor feedback, instructing the cameraman and giving lighting notes. I thought, 'What's going on inside Ben Stiller's mind that he can hold all of these different facets together?' "

Stiller and Conrad's Mitty is a sharp departure from the 1947 film, and Thurber's short story, in that it features fewer daydreams -- this Walter Mitty begins to have his own real-life adventures. Nor is it a straight-up comedy, making it a more risky bet for Fox and the filmmakers, considering Stiller is best known to audiences as a comedian. Goldwyn says having Stiller involved went a long way in alleviating Fox's concerns, considering their shared history, including the Night at the Museum franchise (which has grossed $987.6 million worldwide). "It was incredible to see how, like a hot knife through butter, Ben could cut through everything and get what he needed. He could get anything done," he says. Stiller understood it was no small matter for Fox to commit to a $90 million budget. "We weren't doing something that was traditional, and the movie doesn't fit into a specific category," Stiller says. "What I liked about Steve's script was the idea that Walter wasn't really imagining himself as someone else, he was imagining a better version of himself. It's a very relatable idea."

This time out, Mitty is a photo editor at Life magazine, which is on the eve of publishing its final issue. (Fox Filmed Entertainment CEO JimGianopulos helped secure permission to use Life, part of the Time Warner empire.) Mitty is caught up in a rich fantasy life, which includes courting a co-worker (played by KristenWiig), but his daydreams are pierced when he can't find the picture that is to be used as the last cover and sets off to find its legendary photographer (SeanPenn).

"I thought the fantasies would be a big part of the movie, but there were fewer and fewer as the story went along," says film editor GregHayden. "I was concerned that the fantasies were so enjoyable that people would miss them, but when we screened the movie, the opposite happened. Mitty's life was so much more interesting."

Stiller shot Mitty in New York and Iceland in 2012. Each were inhospitable for different reasons. On one weekend, he was shooting a fantasy fight scene between Mitty and his boss (AdamScott) outside the Time & Life Building on Manhattan's Avenue of the Americas when flash mobs -- and paparazzi -- started popping up. "That was a doozy," Goldwyn recalls.

Iceland (which also doubled for Afghanistan) was even more formidable. Stiller had only three days in which to shoot a key scene with Penn on a glacier outside of Hofn when a fierce windstorm shut down production for two days. "There hadn't been a storm like that for 70 or 80 years," Stiller says. Adds production designer JeffMann: "It was blowing semis off the road. We had no recourse but to stay still. I was staying with Ben in town, while Sean and the crew were staying at a lodge. They called it Camp Sean."

Perhaps not as ferocious as the windstorm, but still tricky to pull off, were scenes of Stiller skateboarding down a desolate, winding road in Iceland, since much of it was done by Stiller himself. The actor-director wore a harness that was attached to a camera arm, which itself was connected to a truck. "We had to get speed, and there were a few times they had to pull me off and I'd be hanging from the camera arm going down the hill at 40 miles per hour. It didn't feel so safe, and I'd see the skateboard go off the side of the cliff," says Stiller.

All who worked with Stiller on Mitty say he remained true to the script, which he and Conrad constantly worked on throughout production. "There was one draft before Ben came on, and dozens of versions after," says Conrad. "His hands are all over it."

Mitty, sporting a family-friendly PG rating, is a sizable gamble for Fox and faces an incredibly crowded Christmas. Stiller, who is tirelessly promoting the pic, says he's given up trying to count how many times he's been asked if he's a daydreamer like Walter Mitty.

"I always feel like I connect with the guy who lives in his head a lot of the time," says Stiller. "My daughter will call me out on regular occasions [when we're out with people] and say, 'My daddy's not listening to you.' "